SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform
Act of 1995, Section 27A of the U.S. Securities Act of 1933, as amended, (the Securities Act) and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), and is subject to
the safe harbor created by those sections. This prospectus supplement also contains forward-looking information within the meaning of applicable Canadian securities laws. We refer to such forward-looking statements and forward-looking
information collectively as forward-looking statements. Forward-looking statements may relate to this offering and the anticipated use of proceeds therefrom, as well as the Companys future outlook or financial position and
anticipated events or results and may include statements regarding the financial position, business strategy, budgets, expansion plans, litigation, projected production, projected costs, capital expenditures, financial results, taxes, plans and
objectives of or involving the Company. Particularly, statements regarding future results, performance, achievements, prospects or opportunities for the Company, the greenhouse vegetable or produce industry or the cannabis industry are
forward-looking statements. In some cases, forward-looking information can be identified by such terms as can, outlook, may, might, will, could, should,
would, occur, expect, plan, anticipate, believe, intend, try, estimate, predict, potential, continue,
likely, schedule, objectives, or the negative or grammatical variation thereof or other similar expressions concerning matters that are not historical facts. The forward-looking statements in this prospectus
supplement are subject to risks that may include, but are not limited to: our limited operating history in the cannabis and cannabinoids industry, including that of Pure Sunfarms, Corp. (Pure Sunfarms), Rose LifeScience Inc.
(Rose or Rose LifeScience) and Balanced Health Botanicals, LLC (Balanced Health); the legal status of the cannabis business of Pure Sunfarms and Rose and the hemp business of Balanced Health;
risks relating to the integration of Balanced Health and Rose into our consolidated business; risks relating to obtaining additional financing, including our dependence upon credit facilities; potential difficulties in achieving and/or maintaining
profitability; variability of product pricing; risks inherent in the cannabis, hemp, CBD, cannabinoids, and agricultural businesses; market position; ability to leverage current business relationships for future business involving hemp and
cannabinoids; the ability of Pure Sunfarms and Rose to cultivate and distribute cannabis in Canada; existing and new governmental regulations, including risks related to regulatory compliance and regarding obtaining and maintaining licenses; legal
and operational risks relating to expected conversion of our greenhouses to cannabis production in Canada and in the United States; risks related to rules and regulations at the U.S. federal (Food and Drug Administration and United States Department
of Agriculture), state and municipal rules and regulations with respect to produce and hemp, cannabidiol-based products commercialization; retail consolidation, technological advances and other forms of competition; transportation disruptions;
product liability and other potential litigation; retention of key executives; labor issues; uninsured and underinsured losses; vulnerability to rising energy costs; inflationary effects on costs of cultivation and transportation; recessionary
effects on demand of our products; environmental, health and safety risks, foreign exchange exposure, risks associated with cross-border trade; difficulties in managing our growth; restrictive covenants under our credit facilities; natural
catastrophes; and tax risks.
The Company has based these forward-looking statements on factors and assumptions about future events and
financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. Although the forward-looking statements contained in this prospectus supplement are based upon assumptions that
management believes are reasonable based on information currently available to management, there can be no assurance that actual results will be consistent with these forward-looking statements. Forward-looking statements necessarily involve known
and unknown risks and uncertainties, many of which are beyond the Companys control, which may cause the Companys or the industrys actual results, performance, achievements, prospects and opportunities in future periods to differ
materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, the factors contained in the Companys filings with securities regulators, including this prospectus
supplement.
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